Charles Fiedler has been practicing corporate, securities, M&A, and general business law for over 30 years. He has extensive experience in mergers, acquisitions, and divestures, corporate reorganizations and conversions, debt and capital restructurings, corporate finance, complex loan transactions, venture capital transactions, corporate governance and securities law matters.
Mr. Fiedler is experienced in the reporting obligations of public companies under the Securities Act of 1934, and his practice regularly involves matters under the Securities Act of 1933, the Sarbanes-Oxley Act of 2002, and the California Corporate Securities Law of 1968.
Mr. Fiedler's clients include public and privately held corporations (under both California and Delaware corporate law), general and limited partnerships, limited liability companies, investors, shareholders, executives, boards of directors, and special board committees.
He regularly advises management, boards of directors and shareholder groups on complex business transactions, litigation, regulatory compliance, corporate governance matters, restructurings and avoiding liability.
He obtains permits for the issuance or exchange of securities from the California Commissioner of Corporations and conducts fairness hearings with the Commissioner to satisfy federal securities law exemptions.
Mr. Fiedler also represents a variety of healthcare clients and is experienced in many aspects of healthcare law, including fraud and abuse and patient referral laws, provider organization and operation, HIPAA and managed healthcare. He advises HMOs, IPAs, PPOs, MSOs, medical groups, and other managed care companies on corporate, business and healthcare law matters.
Mr. Fiedler also represents non-profit organizations and is well versed in California corporate law applicable to all three types of non-profit corporations. He is familiar with the Nonprofit Integrity Act of 2004.
For the first 15 years of his career, Mr. Fiedler served as in-house general counsel for several public companies, and he has continued to act as outside general counsel to both publicly-held and privately owned corporations in several different industries.
He helps start-up, emerging and middle market companies on corporate and business matters, including development of services agreements, product sales and distribution agreements, employment agreements, policies and procedures, invention assignment agreements, and other routine business forms and contracts, and advises them concerning choice of entity, personnel issues, new product development, acquisition and protection, product or service line acquisition and divestiture, and exit strategies for the owner(s) of the business.
He also represents individual physicians and business executives on employment and compensation matters.
Mr. Fiedler is active in civic and charitable affairs and currently serves on the board of directors of The Center for Learning Unlimited, a non-profit entity that operates an alternative elementary school and related programs for children with educational or mental health disabilities.
Mr. Fiedler has represented clients in numerous complex and sophisticated business transactions, a few of which are listed below as examples:
- represented Monarch HealthCare in its acquisition by OptumHealth, a unit of UnitedHealth Group Inc., in a complex transaction that allowed Monarch's management team, including its Board of Directors, to remain in place despite Monarch's ownership being acquired by OptumHealth;
- the stock-for-stock merger of two major, competing healthcare companies in conjunction with an eight figure venture capital financing and the concurrent cash-out of the preferred shareholders of one of the constituents;
- several stock and cash merger and acquisition transactions involving large risk-assuming managed health care management companies;
- a $30 million syndicated, senior secured credit facility involving a term loan, a revolving loan and an acquisition line of credit, and related subordination agreements, guarantees and legal opinions;
- the cash acquisition of a publicly-held company by another publicly-held company;
- a major hospital divestiture involving the sale of seven hospitals, 15 parcels of real estate, several medical office buildings, and over 20 related ancillary service companies by a publicly-traded hospital corporation; and
- a conversion and restructuring of a large limited partnership into a limited liability company with a new managing member and a spin-off of real estate to the former limited partners through another new limited liability company.